Exhibit 99.3

MR A SAMPLE
DESIGNATION (IF ANY)
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Computershare Trust Company, N.A. | | |
P.O. Box 43011 | | |
Providence Rhode Island 02940-3011 | | |
www.computershare.com/investor | | |
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C 1234567890 J N T | | |
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Tax ID certification on file: <Certified Y/N> | | |
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TOTAL SHARES 12345678901234 |
LETTER OF TRANSMITTAL
TIME IS CRITICAL. IF YOU WISH TO TENDER YOUR SHARES, PLEASE READ, COMPLETE AND RETURN
YOUR INSTRUCTIONS PROMPTLY IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS.
This Letter of Transmittal may be used to tender your shares of Ecolab Inc. (“Ecolab”) common stock (“Ecolab common stock”), that you hold, as described herein. You may receive additional Letters of Transmittal with respect to shares of Ecolab common stock held by you in another manner or in another name. The deadline for submitting Letters of Transmittal is 12:01 a.m., New York City Time, on June 3, 2020, unless the exchange offer is extended or terminated. Letters of Transmittal must be RECEIVED by Computershare (the “Exchange Offer Agent”) no later than 12:01 a.m., New York City Time, on June 3, 2020. For additional information regarding this Letter of Transmittal, please see the enclosed Exchange and Transmittal Instruction Booklet. By executing and delivering this Letter of Transmittal you are agreeing to the terms and conditions of the Exchange and Transmittal Instruction Booklet.You should complete this Letter of Transmittal if you hold shares of Ecolab common stock in certificate form registered directly in your name in Ecolab’s share register.
TO EXCHANGE YOUR SHARES
If you choose to tender your shares in the offer (See “Your Ecolab Stock Certificates” and/or “Shares Held Electronically (By Us)” below), please complete the instructions, sign and return this Letter of Transmittal to the applicable address listed in the enclosed Exchange and Transmittal Instruction Booklet with your original certificate(s), as applicable.
Your Ecolab Stock Certificates:
Locate the listed certificates.
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Certificate Numbers | | Shares | | | | Certificate Numbers | | Shares |
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XXXX12345678 | | 12345678901234 | | | | XXXX12345678 | | 12345678901234 |
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XXXX12345678 | | 12345678901234 | | | | XXXX12345678 | | 12345678901234 |
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XXXX12345678 | | 12345678901234 | | | | XXXX12345678 | | 12345678901234 |
You hold more than 6 certificates, not all certificates can be listed on this form.
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Other Certificate Total | | Total Certificated Shares | | Shares Held Electronically (By Us) | | Total Shares |
12345678901234 | | 12345678901234 | | 12345678901234 | | 12345678901234 |
Complete the box(es) on the reverse side to tender your shares of Ecolab common stock in exchange for shares of common stock (“ChampionX common stock”) of ChampionX Holding Inc. (“ChampionX”), each of which is subject to applicable proration, adjustment and certain other limitations as set forth in the Merger Agreement and the prospectus, dated May 1, 2020 (the “Prospectus”). Capitalized terms used but not defined herein will have the meanings ascribed to them in the Prospectus.
This Letter of Transmittal relates to the offer by Ecolab to exchange all shares of ChampionX common stock that are owned by Ecolab for shares of Ecolab common stock that are validly tendered and not properly withdrawn. Following the consummation of the exchange offer, Athena Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Apergy Corporation (“Apergy”), will be merged with and into ChampionX, whereby the separate corporate existence of Merger Sub will cease and ChampionX will continue as the surviving corporation and a wholly owned subsidiary of Apergy (the “Merger”). In the Merger, each outstanding share of ChampionX common stock (except for shares of ChampionX common stock held by ChampionX, which shares will be canceled and cease to exist, and no consideration will be delivered in exchange therefor (the “Excluded Shares”)) will be converted into the right to receive a number of duly authorized, validly issued, fully paid and nonassessable shares of common stock of Apergy (“Apergy common stock”) equal to the Merger Exchange Ratio. ChampionX will authorize the issuance of a number of shares of ChampionX common stock such that the total number of shares of ChampionX common stock outstanding immediately prior to the consummation of the exchange offer will be that number that results in the Merger Exchange Ratio equaling one. As a result, each share of ChampionX common stock (except for the Excluded Shares) will be converted into one share of Apergy common stock in the Merger.
Although Ecolab has mailed the Prospectus to the extent required by U.S. law, including to certain stockholders located outside the United States, the Prospectus is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy, sell or exchange, any shares of Ecolab common stock, in any jurisdiction in which such offer, sale or exchange is not permitted. Countries outside the United States generally have their own legal requirements that govern securities offerings made to persons residing in those countries and often impose stringent requirements about the form and content of offers made to the general public. Ecolab generally has not taken any action undernon-U.S. regulations to qualify a public offer to exchange the shares of Ecolab common stock outside the United States. Accordingly, the ability of anynon-U.S. person to tender shares of Ecolab common stock in the exchange offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit the person to participate in the exchange offer without the need for Ecolab to take any action to qualify or otherwise facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.Non-U.S. stockholders should consult their advisors in considering whether they may participate in the exchange offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the shares of Ecolab common stock or that may apply in their home countries. None of Ecolab, ChampionX, the Exchange Offer Agent or the Information Agent can provide any assurance about whether such limitations may exist.
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